-
Supported By:
Subscribe or Follow
Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Taxing Control
Early corporate law scholarship argued both that anti-takeover devices are inefficient (they reduce the value of the firm) and that firms adopt efficient governance terms before they make their initial public offering. Some of this scholarship asserted that firms go public without anti-takeover devices and adopt them later when agency costs are higher. However, subsequent […]
Click here to read the complete post
Posted in Academic Research, Corporate Elections & Voting
Tagged Antitakeover, Control rights, IPOs, Taxation
Comments Off on Taxing Control
The Economic Consequences of Proxy Advisor Say-on-Pay Voting Policies
The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) imposed a requirement that public companies allow shareholders the opportunity to cast an advisory vote on executive compensation (typically annually). This requirement is commonly referred to as say-on-pay (SOP). Shareholders that disagree with a firm’s executive compensation program can cast anon-binding (or precatory) vote […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors
Tagged Boards of Directors, Executive Compensation, Institutional Investors, Proxy advisors, Say on pay
Comments Off on The Economic Consequences of Proxy Advisor Say-on-Pay Voting Policies
Protecting Investors through Independent, High Quality Audits
Editor’s Note: The following post comes to us from Jeanette M. Franzel, board member of the Public Company Accounting Oversight Board. This post is based on Ms. Franzel’s remarks at the NACD 2012 Board Leadership Conference, available here. The views expressed in this post are those of Ms. Franzel and should not be attributed to […]
Click here to read the complete post
Posted in Accounting & Disclosure, Speeches & Testimony
Tagged Audit committee, Audit rotation, Audits, Investor protection, PCAOB
1 Comment
Final Rules from the Federal Banking Agencies
On October 19, 2012, the Office of the Comptroller of the Currency (“OCC”), the Federal Deposit Insurance Corporation (“FDIC”) and the Federal Reserve Board (“Board”) approved final rules, which were proposed for comment in January of this year, [1] implementing the Dodd-Frank Act’s company-run stress testing requirements for all insured depository institutions with total consolidated […]
Click here to read the complete postRegulation of the Investment Advisers
Editor’s Note: Daniel M. Gallagher is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on a statement from Commissioner Gallagher; the full speech, including footnotes, is available here. The views expressed in the post are those of Commissioner Gallagher and do not necessarily reflect those of the Securities and Exchange […]
Click here to read the complete post
Posted in Securities Regulation, Speeches & Testimony
Tagged Compliance officer, Dodd-Frank Act, Investment advisers, Investment Advisers Act, SEC, Securities regulation
Comments Off on Regulation of the Investment Advisers
The SEC is Now Actively Considering the Rulemaking Petition on Corporate Political Spending
According to a WSJ.com report, the Director and Deputy Director of the SEC’s Division of Corporate Finance indicated that the Division is now actively considering a rulemaking petition that was submitted by a committee of ten law professors that we co-chaired. The petition urged the SEC to adopt rules that would require public companies to […]
Click here to read the complete postLitigating Post-Close Merger Cases
Shareholder lawsuits over mergers are as ubiquitous as they are meritless. The incidence of suits over public-company acquisitions rounds to always. It doesn’t matter how high the premium or how clean the deal: someone (usually, one of the same someones) will sue. The frequency of merger lawsuits has increased steadily over time. What has changed […]
Click here to read the complete postRevaluation of Targets after Merger Bids
Mergers are among the largest and most disruptive events in a corporation’s lifetime. The proper assessment of their value implications has been of foremost interest to policy-makers and academic researchers alike. Much of the research on mergers and acquisitions aims to assess which transactions create, or destroy, how much shareholder value, including a recent debate […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Firm valuation, Target firms
Comments Off on Revaluation of Targets after Merger Bids
Giving Good Guidance: What Every Public Company Should Know
Every public company must decide whether and to what extent to give the market guidance about future operating results. Questions from the buy side will begin at the IPO road show and will likely continue on every quarterly earnings call and at investor meetings and conferences between earnings calls. The decision whether to give guidance […]
Click here to read the complete post
Posted in Practitioner Publications, Securities Regulation
Tagged Audit committee, Earnings announcements, Management, Public firms, Securities regulation
Comments Off on Giving Good Guidance: What Every Public Company Should Know